EMPLOYEE SHARE OWNERSHIP PLAN

OPTION AGREEMENT

between

{field:name_of_esop_implementing_company_1653461657308}

and

[Option-holder’s First Name][ Option-holder’s Second Name]

dated [Insert Date]

Nothing in this document constitutes a solicitation or recommendation to any person in any jurisdiction to purchase or sell any investment, including the ESOP shares of {field:currency_1653462707270} {field:value_of_esop_share_1653462717581} each forming part of the share capital of {field:name_of_esop_implementing_company_1653461657308}. No information in this document should be construed as providing financial, investment or other professional advice to any person.

Contents

Contents

1. DEFINITIONS AND USAGE

2. Grant of Option

3. Exercise of Option

be transferred or assigned; or
have any charge or other security interest created over it.

4. Performance Targets and Vesting Schedule

5. Tax

pay to the Company or the Option-holder’s Employer (as appropriate) the amount of any Option Tax Liability; or
enter into arrangements to the satisfaction of the Company or the Option-holder’s Employer (as appropriate) for payment of any Option Tax Liability.

6. Power of Attorney

execute any joint election required to be entered into under clause 5.2, in your name and on your behalf; and
execute any documents that would be required by the Company’s Articles of Association or applicable law in connection with your rights and obligations as a member of the Company.

7. Counterparts

8. Electronic signature

Schedule 1 – Vesting Schedule

Schedule 2 – Rules of the Plan

Schedule 3 – Notice of Exercise of Grant

1. General

1.1 By signing and completing this notice, you are exercising an Option (in whole or in part) granted to you under the {field:name_of_esop_implementing_company_1653461657308} Employee Share Ownership Plan (“Plan”) on the terms of this Notice of Exercise of Grant and the Plan rules. You can only exercise an Option if all the conditions attaching to it have been met.

1.2 Capitalised words in this notice have the same meanings as in the Plan rules. If you do not have a copy of the Plan rules, you can obtain one from the Plan Administrator.

2. Specification of Option

2. If you have more than one Option that you are able to exercise under the terms of the Plan, specify which Option you wish to exercise by writing the Date of Grant of that Option below. You can find the Date of Grant on your Option Agreement. You can leave this section blank if you only have one Option.

2.2 Date of Grant: (dd/mm/yyyy).

2.3 If you wish to exercise only part of your Option, write the number of Shares over which you wish to exercise your Option below. You can leave this blank if you are exercising the whole of your Option.

3. Paying the Exercise Price

by electronic transfer of funds to the Company; or
if agreed by the Company, an alternative method (you must enclose evidence that you have agreed an alternative method).

4. Your Tax Liability

4.1 Under the Plan, you must pay to the Option-holder’s Employer the Option Tax Liability that arises on the exercise of your Option, and any Option Tax Liability that arises in relation to your Shares in the future.

4.2 You cannot exercise your Option unless you make satisfactory arrangements to pay the Option Tax Liability that arises on the exercise of your Option. Indicate how you wish to pay your Option Tax Liability below by circling your choice:

by the Option-holder’s Employer withholding the amount of the Option Tax Liability from payment of my remuneration;
making an electronic transfer of funds within seven days of the date that you complete this notice. You will be informed of the amount of your Option Tax Liability as soon as possible after the Company receives this notice; or
an alternative method, agreed in writing with the Option-holder’s Employer. You must enclose evidence of this agreement.

4.3 If you do not pay the Option Tax Liability that arises on the exercise of your Option within 14 days of the date of this notice, or if an Option Tax Liability arises in the future and you do not pay your Option Tax Liability within 14 days of the event giving rise to the Option Tax Liability, you agree that the Option-holder’s Employer may recover the Option Tax Liability from you by doing either or both of the following:

if the Shares are readily saleable, retain and sell such number of Shares as is necessary to satisfy your Option Tax Liability and any costs of sale; or
deduct the amount of any Option Tax Liability from any payments of remuneration made to you in the same tax month or subsequent tax months, as permitted by applicable law.

4.4 Your liability to pay the Option Tax Liability is not affected by the Company not taking action to recover the Option Tax Liability under paragraph 4.3 or taking action to recover only part of any Option Tax Liability.

5. Conditions of exercise

completed all the relevant sections of this notice, including the declaration below;
enclosed a transfer confirmation, if you are paying your Exercise Price by electronic transfer of funds; and
enclosed evidence that you have agreed arrangements with the Option-holder’s Employer to pay your Option Tax Liability, if relevant.

6. Declaration

EMPLOYEE SHARE OWNERSHIP PLAN

OPTION AGREEMENT

This OPTION AGREEMENT (this “Agreement”) is entered into [Insert Date] (the “Effective Date”) by and between:

{field:name_of_esop_implementing_company_1653461657308}, a {field:form_of_corporate_structure_1653462290193} by shares incorporated pursuant to the laws of {field:jurisdiction_of_incorporation_1653462329911}, with registered number {field:commercial_licence_number_1653462347482} and registered address at {field:esop_implementing_company_s_registered_address_1653462417498}(the “Company”)

[INDIVIDUAL’S FULL NAME] of [INDIVIDUAL’S FULL RESIDENTIAL ADDRESS] (the “Option-holder”)

RECITALS

The Company has established the {field:name_of_esop_implementing_company_1653461657308} Employee Share Ownership Plan (the “Plan”) for the grant of share options to Employees, consultants, service providers, and advisors, of any member of the Group. The Option-holder is [an employee, a director, a consultant, a service provider, or an advisor of the Company/Group].

The Company wishes to grant the Option-holder an option under the Plan, on the terms set out in this Agreement and subject to the rules of the Plan.

1. DEFINITIONS AND USAGE

1. Definitions

The definitions in the Rules (except where inconsistent with the following definitions set out in this agreement) and the following definitions and rules of interpretation apply in this Agreement.

1.“Exercise Price”: {field:currency_1653462707270}{field:value_of_esop_share_1653462717581} per Option Share. This may be adjusted in accordance with the Plan if the Company varies its share capital.

2.“Date of Grant”: [Insert date signed on behalf of the Company].

3.“Option” the option constituted by this Agreement.

4.“Option Shares” [Number of shares to be granted to the Option-holder] ESOP Shares of {field:currency_1653462707270}{field:value_of_esop_share_1653462717581} each in the capital of the Company (or such number of shares (of the same or another class) in the capital of the Company as the Option may be adjusted to relate to (in accordance with the Plan) on a variation of the Company’s share capital).

5.“Plan”: the {field:name_of_esop_implementing_company_1653461657308} Employee Share Ownership Plan, as amended from time to time.

6.“Rules” the rules of the Plan as amended from time to time.

2. Usage

In this Agreement, except where the context otherwise requires:

Terms such as ‘you’ and ‘your’ refer to and address the Option-holder.
Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
References to clauses and schedules are to the clauses and Schedules of this agreement.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant of Option

Subject to clause 2.3, the Company grants to you the Option, which is a right to acquire the Option Shares at the Exercise Price, on the terms set out in this Agreement and subject to the Rules.
The Rules are incorporated in this Agreement by reference. A copy of the Rules, as at the Date of Grant, is set out in Schedule 2. If any term of this Agreement, or any other statement relating to the Option, is inconsistent with the Rules, the Rules shall prevail.
If you do not sign this Agreement as a deed and return it to the Company, within the period of 30 days beginning with the Date of Grant, the Option shall automatically lapse on the day after that date.
By signing this Agreement, you agree to the terms of the Option as set out in this Agreement and in the Rules.
By signing this Agreement, you acknowledge that you have to pay the Option Grant Fee of USD 100 to the Company. Where applicable, you agree with the Company and the Option-holder’s Employer that the Option-holder’s Employer should withhold an amount equal to the Option Grant Fee from payment of your remuneration, within the period of 60 days from the Date of Grant and direct the Option-holder’s Employer to pay over the amount equal to the Option Grant Fee on your behalf to the Company. Otherwise, you will pay to the Company via electronic transfer of funds to the bank account directed by the Company the Option Grant Fee within the period of 30 days from the Date of Grant.

3. Exercise of Option

You may exercise your Option only in accordance with the Rules and the other terms of this Agreement. Subject to the provisions of Part C of the Rules, your Option may be exercised in accordance with the Vesting Schedule and, subject to Rules 10.2, 12.2, and 16, only in the event of an Exit Event.
The Option shall lapse at the end of the tenth anniversary of the Date of Grant, assuming it is not exercised before then and no event occurs to cause it to lapse earlier under the Rules.
The Option (and any right arising under it) may not:

be transferred or assigned; or
have any charge or other security interest created over it.

The Option shall lapse if you attempt to do any of those things. The Option shall also lapse if you are declared bankrupt or take certain steps in connection with insolvency. Transmission of the Option to your Personal Representatives on death will not cause the Option to lapse.
To exercise the Option, you should fill in and sign a Notice of Exercise of Grant and submit it to the Company.
A Notice of Exercise of Grant is set out in Schedule 3.

4. Performance Targets and Vesting Schedule

The exercise of the Option is subject to the Vesting Schedule set out in Schedule 1.
The exercise of the Option is not subject to any Performance Target.

5. Tax

By signing this Agreement, you irrevocably agree to the terms of Rule 19 (Tax indemnity), and further to:

pay to the Company or the Option-holder’s Employer (as appropriate) the amount of any Option Tax Liability; or
enter into arrangements to the satisfaction of the Company or the Option-holder’s Employer (as appropriate) for payment of any Option Tax Liability.

6. Power of Attorney

a. You hereby appoint the Company (acting by any of its directors from time to time) as your attorney to:

execute any joint election required to be entered into under clause 5.2, in your name and on your behalf; and
execute any documents that would be required by the Company’s Articles of Association or applicable law in connection with your rights and obligations as a member of the Company.

b. The Company may appoint one or more persons to act as substitute attorney(s) for you and to exercise one or more of the powers conferred on the Company by the power of attorney set out in this clause 6, other than the power to appoint a substitute attorney. The Company may subsequently revoke this appointment.

c. The power of attorney set out in this clause 6 shall be irrevocable, save with the consent of the Company, and is given by way of security to secure the interest of the Company (for itself and as trustee under this Agreement on behalf of the Option-holder’s Employer) as a person liable to account for or pay any relevant Option Tax Liability.

d. You declare that a person who deals in good faith with the Company or any substitute attorney as your attorney appointed under this clause 6 may accept a written statement signed by the Company or substitute attorney to the effect that this power of attorney has not been revoked as conclusive evidence of that fact.

7. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF format) shall take effect as delivery of an executed counterpart of this Agreement. If either method of delivery is adopted, without prejudice to the validity of the Agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
No counterpart shall be effective until each party has executed and delivered at least one counterpart.

8. Electronic signature

Each party agrees to sign this Agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of our intention to be bound by this Agreement as if signed by each party’s manuscript signature.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Schedule 1 – Vesting Schedule

Subject to the Option-holder continuing to be [an employee, a director, a consultant, a service provider, or an advisor of the Company/Group], on the following dates, the Option shall vest over the following percentage of Shares under Option on a cumulative basis (where necessary, rounding down to nearest whole number):

	Percentage of Shares over which the Option Vests
Prior to the first anniversary of the Date of Grant	0%
On the first anniversary of the Date of Grant	25%
From the 13^th month following the Date of Grant until the fourth anniversary of the Date of Grant	75% in equal proportions on a monthly basis (2.083% per month), with any balance vesting on the fourth anniversary of the Date of Grant so that on that date the Option will have Vested in aggregate over 100% of the Shares under Option

Vesting will terminate on the Leaving Date.

Schedule 2 – Rules of the Plan

Schedule 3 – Notice of Exercise of Grant

{field:name_of_esop_implementing_company_1653461657308} EMPLOYEE SHARE OWNERSHIP PLAN

NOTICE OF EXERCISE OF GRANT

1. General

1.1 By signing and completing this notice, you are exercising an Option (in whole or in part) granted to you under the {field:name_of_esop_implementing_company_1653461657308} Employee Share Ownership Plan (“Plan”) on the terms of this Notice of Exercise of Grant and the Plan rules. You can only exercise an Option if all the conditions attaching to it have been met.

1.2 Capitalised words in this notice have the same meanings as in the Plan rules. If you do not have a copy of the Plan rules, you can obtain one from the Plan Administrator.

2. Specification of Option

2.1 If you have more than one Option that you are able to exercise under the terms of the Plan, specify which Option you wish to exercise by writing the Date of Grant of that Option below. You can find the Date of Grant on your Option Agreement. You can leave this section blank if you only have one Option.

2.2 Date of Grant: (dd/mm/yyyy).

2.3 If you wish to exercise only part of your Option, write the number of Shares over which you wish to exercise your Option below. You can leave this blank if you are exercising the whole of your Option.

Number of Shares:

2. Paying the Exercise Price

You must pay the Exercise Price of your Option to exercise it. State how you wish to pay your Exercise Price below by circling your choice:

by electronic transfer of funds to the Company; or
if agreed by the Company, an alternative method (you must enclose evidence that you have agreed an alternative method).

3. Your Tax Liability

Under the Plan, you must pay to the Option-holder’s Employer the Option Tax Liability that arises on the exercise of your Option, and any Option Tax Liability that arises in relation to your Shares in the future.
You cannot exercise your Option unless you make satisfactory arrangements to pay the Option Tax Liability that arises on the exercise of your Option. Indicate how you wish to pay your Option Tax Liability below by circling your choice:

by the Option-holder’s Employer withholding the amount of the Option Tax Liability from payment of my remuneration;
making an electronic transfer of funds within seven days of the date that you complete this notice. You will be informed of the amount of your Option Tax Liability as soon as possible after the Company receives this notice; or
an alternative method, agreed in writing with the Option-holder’s Employer. You must enclose evidence of this agreement.

If you do not pay the Option Tax Liability that arises on the exercise of your Option within 14 days of the date of this notice, or if an Option Tax Liability arises in the future and you do not pay your Option Tax Liability within 14 days of the event giving rise to the Option Tax Liability, you agree that the Option-holder’s Employer may recover the Option Tax Liability from you by doing either or both of the following:

if the Shares are readily saleable, retain and sell such number of Shares as is necessary to satisfy your Option Tax Liability and any costs of sale; or
deduct the amount of any Option Tax Liability from any payments of remuneration made to you in the same tax month or subsequent tax months, as permitted by applicable law.

Your liability to pay the Option Tax Liability is not affected by the Company not taking action to recover the Option Tax Liability under paragraph 4.3 or taking action to recover only part of any Option Tax Liability.

5. Conditions of exercise

This notice is not valid unless the Option is exercisable in accordance with the Plan rules (including any terms specified at grant) and you have done all of the following:

completed all the relevant sections of this notice, including the declaration below;
enclosed a transfer confirmation, if you are paying your Exercise Price by electronic transfer of funds; and
enclosed evidence that you have agreed arrangements with the Option-holder’s Employer to pay your Option Tax Liability, if relevant.

6. Declaration

I hereby exercise my Option in accordance with this Notice of Exercise of Grant. I agree to the terms of this Notice of Exercise of Grant and understand that the exercise of the Option is subject to the Plan rules.

Signed:

Name (capitals):

Date:

Address:

EXECUTION PAGE of the {field:name_of_esop_implementing_company_1653461657308} Employee Share Ownership Plan – Option Agreement, between {field:name_of_esop_implementing_company_1653461657308} and [Name of Option-holder]

Executed as deed by [Name of Director], a director on behalf of {field:name_of_esop_implementing_company_1653461657308}, in the presence of:

Director

Signature of Witness

Names of Witness

Address of Witness

Occupation of Witness

Signed as deed by [Name of Option-holder] in the presence of:

Option-holder

Signature of Witness

Names of Witness

Address of Witness

Occupation of Witness

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